Columns on Ethics, Leadership and Life by Gael O’Brien

Category Archives: Governance

After eight months of headlines, with likely more to come, Wells Fargo’sconsumer fraud (affecting at the very least two million customers) echoes so many other corporate crises….what some of us did isn’t who we are. The drama playing out at the bank underscores the importance of companies regularly addressing how their values and actions align.

Wells Fargo certainly isn’t the first company in crisis where leaders have justified their efforts, defended their culture and blamed a few bad employees. Or been dropped from the list of most admired companies. Their approximately 235,000 employees and 70 million customers suggest they knew the check list of Leadership 101 as well as anyone, including: respect your customers, reinforce your code of conduct, make it safe for people to give you bad news, ask the right questions and expect answers.

And yet, it didn’t happen. Yet another company with a values statement that if followed would have avoided crisis. Touting values and ignoring them when making business decisions invites crisis.

In April 2017, Wells Fargo’s independent directors released the findings of an internal Sales Practices investigation report on the consumer fraud; it placed blame on specific leaders’ failings, organizational decentralization, sales integrity issues, and made a case for how the board was misled. The report identifies 10 corrective actions done or underway. While risk measures and having the ethics function report to the board twice a year is included, absent is the role of values in helping reshape culture.

The report pointed to culture chaos using a variety of descriptions: “culture of strong deference to management,” “sales culture,” “cowboy culture” and “insular culture” along with “company culture.”

Culture failures are hugely embarrassing. Changing leaders doesn’t ensure a culture regains health and purpose, especially if values have been passive, more marketing slogans than actually defining a culture. The report indicates that as early as 2002, there was evidence that sales goals couldn’t be met without “gaming” the system to the detriment of customers. The commercial bank unit had at least 14 years operating in conflict with the bank’s stated values which impact the spirit of the entire culture.

For years, Wells Fargo’s values statement has said: “We strive to be recognized by our stakeholders as setting the standard among the world’s great companies for integrity and principled performance. This is more than just doing the right thing. We also have to do it in the right way.”

This standard now needs to move from platitude to practical application. It needs to be looked at with humility and fresh eyes –no matter how long someone has been on the board or worked at the bank.

Questions the board and leaders should ask themselves and each other include:

What specifically (in behaviors and actions) do we want striving for integrity and principled performance to look like in 2017 and beyond throughout the bank?

What does respect for customers mean at every level and how will we demonstrate accountability in delivering it?

How do we expect leaders to show up in ways all leaders did not before?

How will we re-earn employee trust and inspire them to live (with us) the bank’s values?

There is distinction between aspiring to the highest operating standards and holding employees accountable to unattainable sales goals. The report indicated: “In many instances, Community Bank leadership recognized that their plans were unattainable….” Those goals were demoralizing and incentivized unethical behavior. While striving for the highest standards of integrity and principled performance can transform an organization.

In the words of Thoreau’sWalden “If you have built castles in the air, your work need not be lost; that is where they should be. Now put the foundations under them.”

The report likely won’t change the minds of opinion leaders angry at the harm caused to customers in their community. Short of extraordinary measures, the bank’s explanation of what it’s doing to right wrongs won’t generate quickly the trust Wells Fargo wants regained. That was evident last month at Wells Fargo’s annual Shareholders’ meeting by the “tepid” re-election of board members. The board chair’s defense “…the board took the appropriate actions with the information it had” falls short. However, a focus on the ethical implications of the report findings offer a direction to identify what integrity and principled performance will mean going forward.

Three additional lessons grow out of the Wells Fargo experience that address culture:

Wells Fargo’s report indicated direct reports and others recognized former CEO/chairman John Stumpf disliked conflict and receiving bad news. This weakness impacts what is shared, held back and received by the board. CEOs often won’t see themselves as conflict or bad-news adverse, winning at any cost or not aligning business strategy with company values. Even when CEOs have the dual role of board chairman, (now separated at Wells Fargo) independent directors create success when they clarify leadership attributes expected, discuss areas of potential concern and ensure CEOs receive developmental support when falling short.

A board should monitor regularly, with HR facilitation, how company leadership shows up in feedback (surveys, town meetings and ethics hot line etc.) to enable a more complete picture. The Leadership Circle’s Leadership Culture Survey is one of the outside assessment tools available. It looks at the health and effectiveness of organizational leadership and measures the balance between creative and reactive leadership competencies.

Given the huge internal, reputation and financial costs of ethical failures, board members should consider recommendations in “The Ethics Officer as Agent of the Board” to leverage ethical governance capability. In addition to walking the talk themselves, they create focus when they reinforce organization accountability to live up to its stated values.

Gael O’Brien, a Business Ethics Magazine columnist, is an executive coach and presenter focused on building leadership, trust and reputation. She publishesTheWeek in Ethics and is a Kallman Executive Fellow, Hoffman Center for Business Ethics, Bentley University.

Update: In October 2016 Timothy Sloan replaced Chairman/CEO John Stumpf, becoming CEO and President. The chairman role was split and given to independent lead director Stephen Sanger.

Update: September 27, 2016: Wells Fargo Independent directors issued a statement they will lead an investigation into “the bank’s retail sales practices and related matters” with the Board’s HR Committee and independent counsel. Chairman/CEO John Stumpf to forfeit $41 million unvested equity awards and “will forgo salary during the investigation.” The U.S. House Financial Services Committee will hold ahearingon bank’s “unauthorized customer accounts” on 12/29/16.

How will Wells Fargo resolve the ethical and culture issues it faces? And, how will it move beyond a poor showing at the Senate Banking Committee hearing and start to rebuild trust? First some background. Then 10 suggestions.

The best thing a CEO with strong convictions about the “rightness” of his/her own position can do when embroiled in a crisis is to spend time with trusted sources (inside or outside their company) who see things very differently. Being open to these viewpoints and questions and multiple perspectives raised make it harder for CEOs to stay wedded to their position. However, once a CEO is under fire the temptation to stick with like-minded people can increase. What’s lost then is stimulation to think deeply about different aspects of an issue to gain new insights and awareness that enable developing alternatives legitimately aligned with values. Being stuck in “rightness” can lead to error blindness, a term popularized by Kathryn Schulz who points out, “Trusting too much in feeling you are on the right side of anything is dangerous.”

A few days before the Senate hearing Stumpf, in an interview, disputed Wells Fargo has a culture problem. He maintained that stance with Senate committee members, while indicating changes the Bank planned to make. However, the bipartisan committee was united in criticism that Stumpf, the Board and senior leadership hadn’t gone far enough, fast enough and weren’t showing accountability. From the Republican Committee chair to Democratic challengers, Senators didn’t buy that the bank’s culture isn’t an issue.

Where does this leave Wells Fargo? Anyone who has been through corporate crises — as I and many others have — knows that criticism from outsiders is hard to take. However, there are huge pitfalls if Mr. Stumpf stays locked in the “rightness”of his position (in spite of his 30 plus years service at Wells Fargo, presiding over several of its acquisitions and knowing his industry and company better than outsiders).

His performance at the Senate hearing this week indicates his time has been spent with legal and public relations teams and like-minded insiders. Getting out of a crisis, turning around a culture and re-earning political and public trust, doesn’t happen by working harder with the same mindset. (The much touted definition of insanity is doing the same thing over and over and expecting different results.)

I’ve limited myself to 10 suggestions for Wells Fargo to support the start of a turnaround:

The board should appoint a new chairman — an independent director — separating the role from the CEO for many reasons including signaling stronger board governance.

The board should immediately decide about claw backs related to compensation of former head of community banking Carrie Tolstedt, Stumpf and any others. As part of re-earning trust, all their actions should be transparent and well communicated.

The board should direct Stumpf and his team to meet with Wells Fargo’s ethics and compliance teams and risk officers to discuss/evaluate ethics, compliance and risk operations for strengths, weaknesses and safeguards to better integrate sales and all business strategies with corporate values and prepare a report for the board.

The compliance and ethics leaders (and C-suite leader to whom they ultimately report) should initiate meetings with leaders of the Ethics & Compliance Initiative and the Society of Corporate Compliance and Ethics to address best practices, implementation challenges and examples where ethics and compliance leaders weigh in on business strategy discussions in sales and all areas.

The board and senior management should identify outside experts to discuss how to realign authentically culture around values. A place to start is the nearby Markkula Center for Applied Ethics.

A cross-functional team of senior leaders with ethics and compliance leaders should review the company’s five primary values; for each, identify five or six specific expected behaviors to be incorporated into company policy and discussed in ethics training and performance reviews. Currently, the values are too abstract.

Under the value “Ethics” the company says “We strive to be recognized by our stakeholders as setting the standard among the world’s great companies for integrity and principled performance. “This should become a business objective with Board and CEO focus to keep this commitment at the center of the turnaround’s activities.

At the upcoming House Financial Services Committee hearing, Stumpf and those testifying can start rebuilding trust by being fully prepared to answer questions directly and completely, having with them information relevant to committee questions. Stumpf should also make himself available to Senate Banking Committee leadership to make sure information provided since that hearing addressed open questions.

Trust is a relationship where “integrity” and “principled performance” are realities, not marketing slogans. In relationships with employees, customers, customers affected by unethical actions, employees pressured by aggressive sales tactics, Wells Fargo leaders have to admit what went wrong and make systemic changes. A start is to amend the vision statement that says “We want to satisfy our customers’ financial needs and help them succeed financially” and add “in ways that build lasting relationships of trust and integrity.”

Gael O’Brien is The Ethics Coach columnist for Entrepreneur Magazine. She is also a columnist for Business Ethics Magazine where her September column is “One man’s Leadership Toward a Goal: ‘The Great Mission of Business Ethics.'”

In a battle of cousin against cousin, how important is the culture of a family owned business? Thousands of voices among the 25,000 employees and the customers who shop at the 71 New England locations of Market Basket (a supermarket chain with $4 billion in annual sales) have made clear in their rallies and online petitions that culture does trump everything.

It is hard to imagine employees of Goldman Sachs, or most other companies for that matter, taking to the streets and putting their jobs on the line in support of an ousted leader. Or that customers would also stand up to fight for the value they received.

However, employees on a Save Market Basket Facebook page align with customers and vendors saying “Together We are Market Basket.” They took to Facebook to make clear they will refuse to work for anyone beside the ousted Demoulas. While the impact of the protests has huge business implications (reports indicate business was down 70 percent this week), it also demonstrates what employees are willing to risk for jobs they love and a leader who inspired the culture behind it.

As a result of protests this month, store shelves are depleted, deliveries aren’t made, and customers are staying away at the request of employees to put pressure on the board to rehire Arthur T. Demoulas. The drama continues to escalateas the board already hired two co-CEOs to replace him, the new leadership team has fired some employees for their role in the protest, and the ousted CEO made an offer to buy out his cousin and other family members. The board said in a statement July 25, 2014 that it will review Arthur T. Demoulas’ bid and others they receive, but they expect all employees to return to work (promising there will be no retaliation for the protests).

Current and former Massachusetts and New Hampshire state and local elected officials praised the company as a leading corporate citizen with most announcing support for the employees’ position: The Lowell Sun reported that a statement by a number of officials said in part: “…the leadership of Arthur T. Demoulas is the reason Market Basket has been able to keep prices low while delivering quality products to mainly under served areas. The current actions of the board and officers is one motivated by greed and will only serve to destroy the legacy the Demoulas family has worked generations to establish.”

The “good guy” stories that employees have shared about the former CEO reaffirm what they say it felt like to work for a company where they felt respected — paid more than industry average — and part of a culture where they were seen, heard and cared about. Employees give Arthur T. Demoulas high marks for walking the talk about what it means to be a family business.

Interviewed at rallies, employees gave examples of things Arthur T. Demoulas had said or done that mattered: he remembered employee names, knew who had a child or spouse with a health crisis and would seek that employee out in store visits to see how things were going and then remember the conversation the next time.

Customer and employee loyalty is in short supply in most businesses, especially where relationships are simply transactional. When a leader makes it more than that, he or she can inspire trust, allegiance and transform how those who work and shop there experience a business. It can feel like community.

Market Basket under Arthur T. Demoulas apparently demonstrated it was a business that had soul.

In a tug of war of competing visions, Market Basket’s new board majority misread how compelling soul was to employees and customers. Or without it just what it is they will have to sell.

Gael O’Brien is The Ethics Coach columnist for Entrepreneur Magazine. She is also a columnist for Business Ethics Magazine where her July column is “American Apparel: Sex, Power and Terrible Corporate Governance.”

The integrity of the leader of an honorary society for independent public policy — founded in 1780 during the American Revolution — is under question as a result of misrepresentations on her resume and criticisms from former employees over her bullying, micromanaging management style.

While there is never a good moment for negative media attention, it is coming at a particularly awkward time for the American Academy of Arts and Sciences. It is landing on the eve of the June 19, 2013 release of a commission reportthe academy has guided for more than two years, expected to offer far reaching recommendations for education and cultural institutions.

Leslie Berlowitz, the head of the academy for the last 17 years, is now on leave while an internal investigation by an outside law firm addresses issues raised in a series of articles in the Boston Globe in June 2013. The articles indicate that the academy’s applications for at least three federal grants list Berlowitz having a doctorate from New York University (NYU) that NYU has no record of her completing. The National Endowment for the Humanities, which gave $1.2 million to the academy based on grant applications that included Berlowitz’s inflated credential, has referred the issue to its inspector general. The Massachusetts Attorney General’s Office (charged with overseeing nonprofits) has also announced an investigation. Two others who gave grants to the academy (US Department of Energy and Carnegie Corporation of New York) are checking to see if false information was provided on their grant applications.

The articles indicate that in checking her resume against NYU records, where she worked before joining the academy, a job title for one position is misstated and length of service for another is misrepresented. Academy employment ads refer to Berlowitz as “doctor” and further investigationby the Globe reporter found an email two years ago from Berkowitz where she implied she had a doctorate.

A month after turning down requests to be interviewed by the reporter and two weeks after the first Globe story was published, Berlowitz said in a statementthat she “never intentionally misrepresented her accomplishments,” accepted responsibility for materials that left “an incorrect impression,” and acknowledged that she had the title of vice president of institutional advancement at NYU rather than academic advancement which, the Globe reported, has appeared on the academy website and in grant applications. An academy spokesman originally blamed Berlowitz’s staff for resume errors, saying she was unaware of them.

The profile that emerges in the article is of a board/governing council extremely supportive of Berlowitz, who in 2004 bypassed the normal election process for membership into the Academy of Arts and Sciences — which honors the most accomplished scholars, innovators, and artists in their fields — when they added her as an inductee. They quietly inserted her name into “the original six-month-old announcement, a spokesman acknowledged, making it look as though Berlowtiz had been voted in along with everyone else in the spring.” Berlowitz’s $598,000 salary — higher than many college presidents’ — and first travel perks also indicate Board support. Former employees quoted in the article indicated the board ignored complaints about Berlowitz’s management style made to them.

The significant number of former employees willing to talk (anonymously and as named sources) to the Globe about their criticisms of Berlowitz’s leadership, calling her management style bullying, harsh, dismissive and micromanaging raise the question of what is motivating them. Is it a set up or revenge by those who believe they were treated badly capitalizing on her current vulnerability? Or is the issue an outcome of a detached governance process with too heavy reliance on the internal leader and no means to ensure that the leader’s management style and the organization’s work environment are functional and appropriate?

Either way it offers a cautionary tale about leaders vulnerability when they are unaware of the impact their leadership tone, style and communication have on employees; or worse, when they ignore or rationalize that impact without seeking to address it.

The unfolding saga at the academy also sends a message to boards that they have a responsibility to help an organization’s leader succeed by not just looking at the results, but being aware of the impact a leader is having on the larger team; and when there are red flags, stepping up to ensure the leader gets coaching in emotional intelligence or other issues, monitoring his or her workplace performance to be clear about expectations of improvement.

The academy’s purpose is to honor excellence. The need for all the investigations indicate that excellence has been compromised in terms of how the academy and their leaders have operated internally. Restoring integrity will involve transparency about the investigations’ findings, dealing directly with allegations about Leslie Berlowitz’s leadership, and putting as high a priority on how things are done internally as the achievements that result from them. The founding fathers would expect no less.

Gael O’Brien is The Ethics Coach columnist for Entrepreneur Magazine. Gael is also a columnist for Business Ethics Magazine; her June 2013 column looks at leadership vulnerabilities of departing OSU president Gordon Gee.

It can, under the right circumstances, be a source of wisdom that invites collaboration, engagement, innovation and inspires trust.

In university governance, there is increasing tension about how authority is held or shared — how strength plays out. With the increasing involvement of business leaders in higher education, will they use the business style most comfortable to them or consider what would work best in a traditionally collaborative environment?

Turmoil at the University of Virginia (UVA) continues around how the Board of Visitors (trustees) is carrying out its authority. In spite of the board’s requesting that the Faculty Senate rescind its June 2012 vote of no confidence in it (for its process in ousting President Teresa Sullivan) the Senate has yet to comply. Sullivan, in her remarks to the board when she was reinstated June 18, 2012 said, “Corporate-style, top down leadership does not work at a great university. Sustained change with buy-in does work.”

One proponent of the actions of UVA’s board was the American Council of Trustees and Alumni(ACTA). In emails made public, ACTA President Anne Neal commended the board for doing its job, saying faculty and public outrage was “misplaced.” Neal wrote: “This is about the board’s responsibility to bring courageous, even innovative thinking to higher education when it is faced with many challenges….” ACTA is a proponent of what it calls “engaged trusteeship.”

This raises the question of what engaged trusteeship means in application. Does it preclude acknowledging a shared responsibility for governance among trustees, administrators and the faculty even as trustees by law have ultimate responsibility? Or preclude a recognition of the importance of stakeholders and building trust? The UVA experience would certainly seem a poster child for lost trust.

This week, the American Association of University Professors (AAUP) issued a report on its investigation of President Sullivan’s dismissal, which it termed a “breakdown” in governance. The report referenced the business background of chair (rector) Dragas and most trustees, saying few had any experience in the governance of large, complex institutions. The report took issue with Dragas’ justification for Sullivan’s removal (that she lacked “boldness” and alacrity in “effecting transformative change”).

The report said in part,: “The rector’s rhetoric reflects a mindset of entrepreneurial control common in small and medium-sized business enterprises. The firms that occupy that economic niche must adjust quickly to changed market conditions, consumer tastes, and rapid shifts in financing or other aspects of the business landscapes. Managers of such enterprises may be taken on or let go, on short or no notice on the basis of a perceived need to change direction…or even a lack of compatibility with those in entrepreneurial control. This mindset ill fits the role of trusteeship in the modern university.”

AAUP and ACTA disagree on whether UVA’s accrediting body, the Southern Association of Colleges and Schools Commission on Colleges (SACSCOC), had the authority to place UVA “on warning” for governance violations involved in removing Sullivan. ACTA has made an appeal to U.S. Department of Education Secretary Arne Duncan whose department upheld SACSCOC’s authority.

Meanwhile the issue of whether the board is micromanaging Sullivan and setting her up to fail persists. Information this month revealed that the board committee evaluating Sullivan had increased her goals for the academic year to 65, more than 20 of which Sullivan said she hadn’t seen before; the Faculty Senate responded to this and Dragas responded to them asking that they work together to build trust.

The challenge is that trust isn’t a top down invitation; it is a by-product of how authority is used and stakeholders involved and engaged.

While the top-down method isn’t a model for rebuilding trust, increasingly, business culture has changed for many companies as stakeholders have taken on greater importance and caused shifts in organizations’ openness, transparency and desire to build shared value. Ironically, for UVA, they need look no farther than their Darden School of Business, and Professor Edward Freeman, for a leading authority on stakeholder management.

UVA has been under a microscope for nearly 10 months, a bellwether for issues facing higher education. How engaged trusteeship and engaged stakeholders are defined and connected will determine the university’s strength and its capacity for sustained growth and innovation.

Gael O’Brien is also a columnist for Business Ethics Magazine; her February 2013 columnin Business Ethics Magazine is on trust in leaders and institutions. She is The Ethics Coach columnist for Entrepreneur Magazine.

Note: The rock pictured above was painted by a student at Robert Adams Middle School.